HaloBillboards.com Terms of Service
Last Updated: April 24, 2020
These terms contain a mandatory arbitration of disputes provision that requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions, and also limits the remedies available to you in the event of a dispute. See Section 16 (Dispute Resolution) for full details.
2. About Halo and the Services.
2.1. What We Do. Halo offers curated products and services of third-party “Merchants” for sale on the Website, which are advertised in a grass-roots manner by individuals (Halo’s advertising “Affiliates”) who either hold up a Halo “Billboard” or display a Billboard on the back of their vehicle. Each Billboard contains a unique code that is specific to the Affiliate displaying it (the “Affiliate Code”). Halo pays each Affiliate ten percent (10%) of the proceeds from each sale (exclusive of taxes, shipping, and other fees) transacted through the Affiliate’s URL. In addition, Halo donates one percent (1%) of the net sales proceeds to charitable organizations. While anyone can become a Halo Affiliate, Halo specifically reaches out to shelters and other organizations working with the homeless to provide this income opportunity. If you are interested in enrolling in Halo’s Affiliate Program,. For a list of the shelters and charitable organizations that Halo is currently working with, .
2.2. How It Works. If you see a Billboard, take a picture of it or write down the Affiliate Code. Using the Affiliate Code, visit the Website and purchase one or more products or services (your “Purchase”). If your Purchase needs to be redeemed in person (for example, at a local restaurant, or upon delivery of food to your home), you will be sent a QR Code (your “Code”) that you can print or display on your phone, and the Merchant will scan your Code at the point of redemption. If your Purchase includes goods that will be shipped to you, there is no need for a Code and you can track your Purchase like any online purchase. Remember, you must access the Website through the Affiliate Code in order for the Affiliate you met or saw to earn a commission on your Purchase.
4.1. Age. By accessing and/or using the Website or Services, including by doing so after accessing this Agreement, you represent and warrant that you are at least 18 years old, and are otherwise legally qualified to enter into and form contracts under applicable law.
4.2. Corporate Use. If you are using the Website or Services on behalf of a company, you further represent and warrant that you are authorized to act and enter into contracts on behalf of that company.
5.1. Payments. You acknowledge and agree that Halo reserves the right to charge for your Purchases in the amount indicated at the time of your Purchase. All transmissions of payment information between you and the Website are secured with Internet-standard TLS (also known as HTTPS) encryption. We collect your name, address, and payment information to process your order. You agree to pay all fees, taxes, and other costs assessed to you for the Purchase of products or services through the Website.
5.2. Codes. Unless expressly stated otherwise at the time you receive your Code, Codes may only be redeemed a single time; once scanned or manually entered by the Merchant, the Code becomes inoperable. Codes may be redeemed in electronic or print form. You may send your Code to another person via email or screenshot, provided that you agree to bear all responsibility if such person redeems your Code without your permission. You agree that your are solely responsible for maintaining the security of your Code.
5.3. Refunds and Returns. A 20% fee will be deducted from all refunds; all other aspects of refunds and returns are governed by the Merchant’s policy and are provided on the product or service page of the Website. If no separate refund or return policy is indicated by the Merchant, then the following will apply: you may return any unredeemed Code for a refund, less the 20% fee, within seven (7) days of purchase. Drop-shipped items may be subject to a restocking fee and you will be responsible for paying any return shipping fees. There are NO REFUNDS on redeemed Codes available through Halo and such refunds and exchanges must be negotiated directly with the Merchant.
6. License. Subject to your compliance with these Terms of Service, Halo grants you a non-exclusive, non-sublicensable, revocable as stated in this Agreement, non-transferable license to access the Website and to use the Services. The Website, or any portion thereof, may not be reproduced, duplicated, copied, modified, sold, resold, distributed, transmitted, or otherwise exploited for any commercial purpose without the prior, express written consent of Halo. All rights not expressly granted herein are reserved by Halo. Without limitation, this Agreement grants you no rights in or to the intellectual property of Halo or any other party, except as expressly set forth herein. The license granted in this section is conditioned on your compliance with the terms and conditions of this Agreement. Your rights under this section will immediately terminate if you breach, actually or potentially, in the sole judgment of Halo, any provision of this Agreement.
7. Assumption of Risk; Release. You knowingly and freely assume all risk when using the Services. You, on behalf of yourself, your personal representatives, and your heirs, hereby voluntarily agree to release, waive, discharge, hold harmless, defend, and indemnify Halo Billboards, Inc. and its owners, officers, directors, employees, agents, affiliates, consultants, representatives, sublicensees, successors, and assigns (collectively, the "Company Parties") from any and all claims, actions, or losses for bodily injury, property damage, wrongful death, emotional distress, loss of privacy, or other damages or harm, whether to you or to third parties, that may result from your use of the Services.
8. Consent to Receive Electronic and Telephonic Communications from Company. By registering for the Services and providing your name, email, postal or residential address, and/or phone number through the Services, you hereby expressly consent to receive electronic and other communications from Halo, over the short term and periodically, including email and short-message service ("SMS" or "text message") communications. These communications will be about the Services, new product offers, promotions, and other matters. You may opt out of receiving electronic communications at any time by following the unsubscribe instructions contained in each communication, or by sending an email to. You agree that these electronic communications satisfy any legal requirements that communications or notices to you be in writing.
9. Third Parties.
9.1. Third-Party Platforms. The Website and Services may be linked or refer you to the websites, customer service portals, and other of third parties, including Merchants ("Third Party Platforms"), some of whom may have established relationships with Halo and some of whom may not. Halo does not have control over the content and performance of Third Party Platforms. Halo has not reviewed, and cannot review or control, all of the material, including computer software or other goods or services, made available on Third Party Platforms. Accordingly, Halo does not represent, warrant, or endorse any Third Party Platforms, or the accuracy, currency, content, fitness, lawfulness, or quality of the information, material, goods, or services available through Third Party Platforms. Halo disclaims, and you agree to assume, all responsibility and liability for any damages or other harm, whether to you or to third parties, resulting from your use of Third Party Platforms.
9.2. Third-Party Products and Services. All of the products and services available for sale on the Website are offered by third-party Merchants, and not Halo, and outside of its responsibility to issue refunds consistent with this Agreement, Halo bears no responsibility or liability for the quality or fulfillment of your Purchase. Descriptions of the products and services advertised on the Website are provided by the Merchant, without investigation or certification of accuracy by Halo. Halo is not responsible for the claims, products, or services made by or offered by Merchants. Similarly, where local regulations require certain authorization, license, or certification of a Merchant prefatory to offering a particular product or service for sale, Halo does not verify, validate, or collect evidence of the same, and you must make whatever investigation you deem necessary or appropriate before completing your Purchase.
10. Prohibited Uses. Halo imposes certain restrictions on your use of the Services. Any violation of this section may subject you to civil and/or criminal liability. The following are expressly prohibited: harassing or stalking any person, or contacting any person who has requested not to be contacted; providing false, misleading, or inaccurate information to Halo or any other person in connection with the Website or Services; impersonating, or otherwise misrepresenting affiliation, connection, or association with, any person or entity; modifying or changing the placement and location of any advertisement posted through the Website or Services; harvesting or otherwise collecting information about users, including email addresses and phone numbers; without express written permission from Halo, using or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars, or intelligent agents) to harvest or otherwise collect information from the Website or Services for any use, including without limitation use on Third Party Platforms; accessing content or data not intended for you, or logging into a server or account that you are not authorized to access; attempting to probe, scan, or test the vulnerability of the Website or Services, or any associated system or network, or breaching security or authentication measures without proper authorization; interfering or attempt to interfere with the use of the Services by any other user, host, or network, including (without limitation) by means of submitting a malware or exploiting software vulnerabilities; using the Website or Services to send unsolicited email, including without limitation promotions or advertisements for products or services; forging, modifying, or falsifying any network packet or protocol header or metadata in any connection with, or transmission to, the Website or Services (for example, SMTP email headers, HTTP headers, or Internet Protocol packet headers); while using the Website or Services, using ad-blocking or other content-blocking software, browser extensions, or built-in browser options designed to hide, block, or prevent the proper display of online advertising; attempting to modify, reverse-engineer, decompile, disassemble, or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by the Company Parties in providing the Website or Services, including without limitation any fraudulent effort to modify software or any other technological mechanism for measuring the number of impressions generated by individual content and/or the overall Website to determine and/or audit advertising revenues and payments, if applicable; and/or creating additional accounts to promote your (or another's) business, or causing others to do so.
11. Intellectual Property.
11.1. Compliance with Law. You represent and warrant that, when using the Website and/or Services, you will obey all applicable laws and respect the intellectual property rights of others. Your use of the Website and/or Services is at all times governed by and subject to copyright and other intellectual property laws. You agree not to upload, post, transmit, display, perform, or distribute any content, information, or other materials in violation of any third party's copyrights, trademarks, or other intellectual property or proprietary rights.
11.2. Trademarks. Halo Billboards and the Halo Billboards logo (collectively, the "Company Marks") are trademarks or registered trademarks of Halo. Other trademarks, service marks, graphics, logos, and domain names appearing anywhere on, through, or in connection with the Website or Services may be the trademarks of third parties. Neither your use of the Website or Services nor this Agreement grant you any right, title, or interest in or to, or any license to reproduce or otherwise use, the Company Marks or any third-party trademarks, service marks, graphics, logos, or domain names. You agree that any goodwill in the Company Marks generated as a result of your use of the Website or Services will inure to the benefit of Halo, and you agree to assign, and hereby do assign, all such goodwill to Halo. You shall not at any time, nor shall you assist others to, challenge Halo's right, title, or interest in or to, or the validity of, the Company Marks.
11.3. Copyrighted Materials; Copyright Notice. All content and other materials available through the Website or Services, including without limitation the Halo logo, design, text, graphics, and other files, and the selection, arrangement, and organization thereof, are either owned by Halo or are the property of Halo's licensors and suppliers. Except as explicitly provided, neither your use of the Website or Services nor this Agreement grant you any right, title, or interest in or to any such materials.
12. Content Provided by You.
12.2. Your Responsibility for Your Defamatory or Infringing Content. You agree and understand that you may be held legally responsible for damages suffered by other users or third parties as the result of your remarks, information, feedback, or other content posted or made available through the Website that is deemed defamatory, infringing of another’s intellectual property rights, or otherwise legally actionable. Under Section 230 of the Federal Communications Decency Act of 1996, Halo is not legally responsible, nor can it be held liable for damages of any kind, arising out of or in connection to any defamatory or otherwise legally actionable remarks, information, feedback, or other content posted or made available through the Website.
13. Disclaimers; Limitation of Liability.
13.1. No Warranties. Halo, on behalf of itself and its licensors and suppliers, hereby expressly disclaims any and all warranties, express or implied, regarding the Website, Services, or your Purchase, arising by operation of law or otherwise, including without limitation any and all implied warranties of merchantability, fitness for a particular purpose, non-infringement, no encumbrance, or title, in addition to any warranties arising from a course of dealing, usage, or trade practice. Neither Halo nor its licensors or suppliers warrants that the Website, Services or your Purchase will meet your requirements, or that the operation of the Website or Services will be uninterrupted or error-free. Halo disclaims all implied liability for damages arising out of the furnishing of the Website, Services, or Purchases pursuant to this Agreement, including without limitation, mistakes, omissions, interruptions, delays, tortious conduct, errors, representations, or other defects arising out of the failure to the furnish the Website or Services, whether caused by acts of commission or omission, or any other damage occurring. Halo shall not be liable for any indirect, incidental, special, consequential, or punitive damages (including without limitation damages for lost profits or lost revenues), whether caused by the acts or omissions of Halo, Company Parties, or Halo users, or their agents or representatives. Halo disclaims all warranty for and shall not be liable for the timeliness, fulfillment, quality, or functionality, or any other aspect of the products and services you Purchase through the Website, and the Merchant shall be solely responsible for the same consistent with the Merchant’s own warranties and disclaimers.
13.2. Your Responsibility for Loss or Damage; Backup of Data. You agree that your use of the Website and Services is at your sole risk. You will not hold Halo or its licensors and suppliers, as applicable, responsible for any loss or damage that results from your access to and/or use of the Website or Services, including without limitation any loss or damage to any of your computers, mobile devices, including without limitations tablets and/or smartphones, or data. The Website and Services may contain bugs, errors, problems, or other limitations. Importantly, you hereby acknowledge that a catastrophic disk failure or other similar event could result in the loss of all of the data related to your account. You agree and understand that it is your responsibility to backup your data to your personal computer or external storage device and to ensure such backups are secure.
13.3. Limitation of Liability. In no event shall Halo or its licensors or suppliers be liable to you for any claims arising from your use of the Website or Services, or your Purchases, including without limitation for special, incidental, or consequential damages, lost profits, lost data or confidential or other information, loss of privacy, costs of procurement of substitute goods or services, failure to meet any duty including without limitation of good faith or of reasonable care, negligence, or otherwise, regardless of the foreseeability of those damages or of any advice or notice given to Halo or its licensors and suppliers arising out of or in connection with your use of the Website or Services or your Purchases. This limitation shall apply regardless of whether the damages arise out of breach of contract, tort, or any other legal theory or form of action. You agree that this limitation of liability represents a reasonable allocation of risk and is a fundamental element of the basis of the bargain between Halo and you. The Website and Services would not be provided without such limitations.
13.4. Application of Disclaimers. The above disclaimers, waivers, and limitations do not in any way limit any other disclaimer of warranties or any other limitation of liability in any other agreement between you and Halo or between you and any of Halo's licensors and suppliers. Some jurisdictions may not allow the exclusion of certain implied warranties or the limitation of certain damages, so some of the above disclaimers, waivers, and limitations of liability may not apply to you. Halo's licensors and suppliers are intended third-party beneficiaries of these disclaimers, waivers, and limitations. No advice or information, whether oral or written, obtained by you through the Website or Services or otherwise shall alter any of the disclaimers or limitations stated in this section.
14. Your Representations and Warranties. You represent and warrant that your use of the Website and/or Services will be in accordance with this Agreement and any other Halo policies, and with any applicable laws or regulations.
15. Indemnity by You.
15.1. Duty to Indemnify. Without limiting any indemnification provision of this Agreement, you (the "Indemnitor") agree to defend, indemnify, and hold harmless Halo and the Company Parties (collectively, the "Indemnitees") from and against any and all claims, actions, demands, causes of action, and other proceedings (individually, "Claim", and collectively, "Claims"), including but not limited to legal costs and fees, and providing sole and exclusive control of the defense of any action to Halo, including the choice of legal counsel and all related settlement negotiations, arising out of or relating to: (i) the relationship between you and Halo, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory; (ii) your breach of this Agreement, including without limitation any representation or warranty contained in this Agreement; (iii) your access to or use of the Services; (iv) your provision to Halo or any of the Indemnitees of content, information or other data; (v) your violation or alleged violation of any foreign or domestic, international, federal, state, or local law or regulation; or (vi) your violation or alleged violation of any third party's copyrights, trademarks, or other intellectual property or proprietary rights.
15.2. Participation. The Indemnitees each have the individual right, but not the obligation, to participate through counsel of their choice in any defense by you of any Claim as to which you are required to defend, indemnify, or hold harmless any, each, and/or all Indemnitees. You may not settle any Claim without the prior written consent of the concerned Company Parties.
15.3. Prohibited Uses. Without limitation, the Indemnitor also hereby agrees to compensate Halo for any and all lost revenues, future lost profits, reasonable search costs, and any other reasonable expenses resulting from any Indemnitor violation of Section 10 (Prohibited Uses), including without limitation any suspension of affiliate accounts or affiliate payment attributable to fraudulent efforts to manipulate or otherwise modify reported impressions generated by the Company Parties under any affiliate advertising agreement.
16. Dispute Resolution.
16.1. Binding Arbitration. If you and Halo cannot resolve a Claim through negotiations, either party may elect to have the Claim finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party shall be final and binding on the other(s). You hereby acknowledge that without this provision, you would have the right to sue in court with a jury trial or to participate in a class action. The language in this Agreement shall be interpreted in accordance with its fair meaning and not strictly for or against either party. The arbitration shall be commenced and conducted under the Comprehensive Arbitration Rules of JAMS, as modified by this Agreement. Except as otherwise provided for herein, Halo will pay the JAMS filing, administration, and arbitrator fees. If, however, the arbitrator finds that either the substance of your claim or the relief sought is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then you will pay the arbitrator fees, in addition to any amount that exceeds the filing fees. In that case, you also hereby agree to reimburse Halo for all payments disbursed that are your obligation to reimburse under the JAMS Rules. The arbitrator is bound by the terms of this Agreement. All issues are for the arbitrator to resolve, except that issues relating to the enforceability of the arbitration provision are for a Court of Competent Jurisdiction to resolve. The location of the Arbitration will be Miami, Florida, but it may be conducted in person, through document submission, through telephone, or online. The arbitrator will issue a decision in writing, but need only provide a statement of reasons if requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Either party may litigate to compel arbitration in court, to stay proceedings pending arbitration, or to modify, confirm, vacate, or enter judgment on the award entered by the arbitrator. The arbitrator shall award costs to the prevailing party (including, without limitation, fees, expenses, and reasonable attorneys' fees) at any time during the proceeding and upon request from either party, within 14 days of the arbitrator's ruling on the merits.
16.2. Restrictions Against Joinder of Claims. You and Halo agree that any arbitration shall be limited to each Claim individually. You and Halo hereby agree that each may only bring claims against the other in your or Halo's individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. If this specific provision is found to be unenforceable in a Court of Competent Jurisdiction, the Claim will still be finally and exclusively resolved by binding arbitration upon the election of either party, and any election to arbitrate by one party shall be final and binding on the other(s). In addition: (1) no arbitration shall be joined with any other arbitration, and (2) there is no right for any Claim to be arbitrated on a class-action basis or to employ class action procedures, and (3) there is no right of authority for any dispute to be brought in a purported representative capacity on behalf either of the general public or any other individuals.
16.3. Remedies in Aid of Arbitration; Equitable Relief. This agreement to arbitrate will not preclude you or Halo from seeking provisional remedies in aid of arbitration, including without limitation orders to stay a court action, compel arbitration, or confirm an arbitral award, from a Court of Competent Jurisdiction. Furthermore, this agreement to arbitrate will not preclude you or Halo from applying to a Court of Competent Jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary. "Court of Competent Jurisdiction" means any federal or state court: (1) that has jurisdiction over the subject matter; and (2) that is located in or nearest to Miami, Florida.
16.4. Governing Law; Venue for any Judicial Proceeding. This Agreement, including without limitation this Agreement's interpretation, shall be treated as though this Agreement were executed and performed in the State of Florida, and shall be governed by and construed in accordance with the laws of the State of Florida without regard to its conflict of law principles. The language in this Agreement shall be interpreted in accordance with its fair meaning and not strictly for or against either party. The proper venue for any judicial action arising out of, relating to, or in connection with this Agreement will be the state and federal courts located in or nearest to Miami, Florida. The parties hereby stipulate to, and agree to waive any objection to, the personal jurisdiction and venue of such courts, and further expressly submit to extraterritorial service of process.
17.1. By Company. Without limiting any other provision of this Agreement, Halo reserves the right to, in Halo's sole discretion and without notice or liability, deny use of the Website or Services to any person for any reason or for no reason at all, including without limitation for any breach or suspected breach of any representation, warranty, or covenant contained in this Agreement, or of any applicable law or regulation.
17.2. Automatic Termination Upon Breach by You. This Agreement shall automatically terminate if you breach any of this Agreement's representations, warranties, or covenants. Such termination shall be automatic and shall not require any action by Halo.
17.3. By You. You may terminate this Agreement and your rights under it at any time, for any or no reason at all, by providing to Halo notice of your intention to do so, in the manner required by Section 18 (Notices).
17.4. Effect of Termination. Any termination of this Agreement automatically terminates all rights and licenses granted to you under this Agreement, including all rights to use the Services. Upon termination, Halo may, but has no obligation to, in Halo's sole discretion, rescind any services and/or delete from Halo's systems all your personal information and any other files or information that you made available to Halo or that otherwise relate to your use of the Website or Services. Upon termination, you shall cease any use of the Website and Services. After termination, Halo reserves the right to exercise whatever means it deems necessary to prevent your unauthorized use of the Services, including without limitation technological barriers such as IP blocking and direct contact with your Internet Services Provider. Upon termination, all rights and obligations created by this Agreement will terminate, except that the following Sections will survive any termination of this Agreement: Sections 1, 7–9, 11–19.
18. Notices. All notices required or permitted to be given under this Agreement must be in writing. Halo shall give any notice by email sent to the most recent email address, if any, provided by the intended recipient to Halo. You agree that any notice received from Halo electronically satisfies any legal requirement that such notice be in writing. You bear the sole responsibility of ensuring that your email address on file with Halo is accurate and current, and notice to you shall be deemed effective upon the sending by Halo of an email to that address. You shall give any notice to Halo by means of email to.
19.1. Entire Agreement. This Agreement constitutes the entire agreement between Halo and you concerning your use of the Website and Services.
19.2. Partial Invalidity. Should any part of this Agreement be declared invalid, void, or unenforceable by a Court of Competent Jurisdiction, such decision shall not affect the validity of any remaining portion hereof, which shall remain in full force and effect, and the parties hereby acknowledge and agree that they would have executed the remaining portion hereof without including the part so declared by a Court of Competent Jurisdiction to be invalid, void, or unenforceable.
19.3. Amendments. This Agreement may only be modified by a written amendment signed by an authorized executive of Halo, or by the unilateral amendment of this Agreement by Halo along with the posting by Halo of that amended version.
19.4. No Waiver. A waiver by either party of any term or condition of this Agreement, or any breach, in any one instance, will not waive that term or condition or any later breach.
19.5. Assignment. This Agreement and all of your rights and obligations under it will not be assignable or transferable by you without the prior written consent of Halo. This Agreement will be binding upon and will inure to the benefit of the parties, their successors, and permitted assigns.
19.6. Independent Contractors. You and Halo are independent contractors, and no agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement.
19.7. No Third Party Beneficiaries. There are no third-party beneficiaries to this Agreement, with the following exceptions: the Company Parties; and Halo's licensors and suppliers, including without limitation its associated Merchants (to the extent expressly stated in this Agreement).
19.8. Injunctive Relief. You acknowledge and agree that any actual or threatened breach of this Agreement or infringement of proprietary or other third-party rights by you would cause irreparable injury to Halo and Halo's licensors and suppliers, and would therefore entitle Halo or Halo's licensors or suppliers, as the case may be, to injunctive relief.
19.9. Headings. The headings in this Agreement are for convenience only, and shall have no legal or contractual effect.